LICENSE AGREEMENT

This Agreement, dated effective as of March 31, 1998 (the "Effective Date"),  is
by  and  between EMERSON RADIO CORP., a Delaware corporation, having a place  of
business at Nine Entin Road, Parsippany, New Jersey 07054, and WW MEXICANA, S.A.
de  C.V., a corporation duly organized under the laws of Mexico, having a  place
of  business  at  Carr. Picacho Ajusco No. 238 - 7o. piso, Col. Jardines  en  la
Montana, C.P. 14210, Mexico, D.F.

Licensor  (as hereinafter defined), directly and through affiliates, distributes
a  variety  of  consumer electronics products and microwave  ovens  in  numerous
countries  throughout the world. Licensor is the owner of certain  valuable  and
well-known trademarks, and the goodwill associated therewith;

Licensee  (as  hereinafter defined) desires to obtain a license  of  certain  of
Licensor's trademarks in connection with the manufacturing, marketing, sale  and
distribution  of certain consumer electronics and other products as specifically
set  forth  on  EXHIBIT A, together with replacement parts which  may  bear  the
trademarks (collectively referred to herein as the "Goods");

Licensee  desires  to sell the Goods bearing the trademarks  in  the  geographic
region  set  forth  on  EXHIBIT B ("Territory") and use  certain  of  Licensor's
trademarks in conjunction therewith;

Licensor  is  agreeable  to license the use of certain of  its  trademarks  with
respect  to the manufacturing, marketing, distribution and sale of the Goods  by
Licensee  in  the  Territory,  subject to  the  terms  and  conditions  of  this
Agreement.

In  consideration of the foregoing premises and the mutual agreements  contained
herein, the following is agreed to:

1.   DEFINITIONS

1.1   "Affiliate"  means a person or entity who directly, or indirectly  through
one  or  more  intermediaries, controls or is controlled by or is  under  common
control with a specified person or entity.

1.2    "Confidential   Information"  means  any  and  all   information,   data,
specifications,  customer lists, products and services  information,  sales  and
marketing  information, vendor data, and information regarding either  Licensor,
Licensee  or  their  respective  Affiliates  (collectively,  the  "Information")
except:

     (a)  Information which at the time of disclosure is in the public
          domain;
     (b)  Information which, after disclosure, through no fault of the
          party receiving same, is
          published or otherwise becomes part of the public domain;
     (c)  Information which the receiving party can document as having
          been in its possession   prior to the time of disclosure to it by the
          other party;
     (d)  Information which the receiving party can document as having
          been received by it on a non-confidential basis from a third party;
          or
     (e)  Data, specifications, customer lists, products and services
          information and vendor data which the receiving party created on
          its own or through independent third parties without use of the
          Information.

1.3   "Contract  Year"  means, (i) as to the first  Contract  Year,  the  period
commencing on the Effective Date of this Agreement and ending on June 30,  1999;
and (ii) each immediately subsequent full year during the term of this Agreement
commencing July 1, 1999.

1.4   "Contract Quarter" means each calendar quarter or part thereof within each
of the Contract Years.

1.5   "Goods"  means those first quality new "A" stock consumer electronics  and
other goods as specifically set forth on EXHIBIT A, which Exhibit may be amended
from  time  to  time  by  mutual  agreement  to  reflect  additions  to  or  the
obsolescence of one or more of the Goods.

1.6   "Sale"  means sale, lease, rental, transfer, exchange or other disposition
of the Goods by Licensee.  A Sale will be deemed to have occurred when the Goods
are shipped or are invoiced, whichever occurs first.

1.7   "Trademarks" means the Emerson and G-Clef design in the form set forth  on
EXHIBIT C and all future form(s) of same adopted by Licensor.

1.8  "Licensor" means Emerson Radio Corp.

1.9  "Licensee" means WW Mexicana.

2.   GRANT

2.1   Subject  to  the terms and conditions of this Agreement,  Licensor  hereby
grants  to Licensee an exclusive (to the extent contemplated by SECTION 8)  non-
transferable  license to utilize the Trademarks solely upon  and  in  connection
with  the  manufacturing, sale, marketing and distribution of the Goods  in  the
Territory.

2.2   Licensee shall not use the Trademarks, or purport to give consent  to  the
use  of  the  Trademarks, in any manner or on any product,  items  or  services,
except as specifically set forth in this Agreement.

2.3   The  Goods  bearing the Trademarks shall not, directly or  indirectly,  be
distributed,  sold,  or  otherwise transferred or disposed  of  outside  of  the
Territory by the Licensee.  Licensee shall inform its customers and distributors
that  the Goods cannot be distributed, sold or otherwise disposed of outside  of
the Territory.  Licensee agrees that it shall not sell the Goods to any customer
or   distributor  if  Licensee  has  actual  knowledge  that  such  customer  or
distributor  may distribute, sell or otherwise dispose of the Goods  outside  of
the  Territory. Notwithstanding the above and Licensor's right to terminate this
Agreement as set forth in Section 10.2, if Goods are sold or otherwise  disposed
outside of the Territory, Royalties (as hereafter defined) shall be due  on  any
and  all such sales of Goods which have been made in violation of the provisions
of this paragraph.

3.   TERM

Subject  to the earlier expiration or termination of this Agreement as  provided
in  SECTION 10 or otherwise herein, this Agreement shall be effective as of  the
Effective  Date  and expire as of the close of business on June  30,  2001  (the
"Initial  Term"). At the end of the Initial Term, if (i) Licensee  has  paid  to
Licensor  all Royalties (as hereinafter defined) payable for each Contract  Year
as  set  forth  herein  in a timely manner and in accordance  with  the  payment
schedule,  (ii)  Licensee  has  satisfied  and/or  complied  with  all  of   its
obligations hereunder, (iii) Licensee is not in substantial default of the gross
sales  projections set forth on Exhibit G, and (iv) Licensee has  satisfactorily
performed under the projected business plan of Licensee, which shall be required
for  the  Initial Term and the Renewal Term (as hereinafter defined), and  which
business plan and any subsequent revisions or updates, shall be submitted within
the  time frame set forth by Licensor and be subject to Licensor's prior  review
and  approval, then this Agreement shall be automatically renewed for one  three
(3)-year  period  which  shall hereinafter be referred  to  as  "Renewal  Term."
"Initial  Term"  and  "Renewal Term" shall collectively be referred  to  as  the
"Term."  A condition precedent to such renewal shall be the mutual agreement  in
writing by both parties as to the minimum royalties, as defined herein, and  the
gross  sales projections, both of which shall be required for any Renewal  Term,
provided,  however, that the gross sales projections for the Renewal Term  shall
be  reasonable and in accordance with the economic, marketing and other  factors
then  prevailing  in the market of the Territory in accordance  with  Licensee's
projections and analysis of such market conditions. In the event the parties  do
not  mutually agree upon such minimum royalties and gross sales projections  for
the  Renewal  Term prior to the expiration of the Initial Term,  this  Agreement
shall expire at the end of the Initial Term.

4.   GOODS

4.1  Licensee shall maintain and comply with the quality standards for the Goods
as set forth in EXHIBIT D.

4.2   To  assure  Licensor  that  the provisions of  this  Agreement  are  being
observed, Licensee shall allow Licensor either itself or, if Licensor elects  in
its  sole discretion, by a third party, to take any and all action necessary for
the  purpose  of inspecting or otherwise ensuring the quality of the  Goods.  If
said  quality standards are not being maintained at any time during the Term  or
the  Termination Period (as hereinafter defined), then upon written notice  from
Licensor,  Licensee shall immediately discontinue the sale and  distribution  of
the Goods that do not meet said quality standards. Any Goods which are defective
or  dangerous and fall below the quality standards shall immediately be  removed
from  sale and if already sold, recalled. Goods, in inventory or elsewhere,  not
meeting quality standards shall not be distributed or sold.  Licensee shall take
the  above  actions at its own expense. A breach or threatened  breach  of  this
provision may be enjoined or restrained without bond or proof of actual  damages
in any court having jurisdiction. and Licensee shall promptly reimburse Licensor
for all costs of such legal action.

4.3   Licensee  shall  ensure  that  the manner  of  sale,  distribution  and/or
exploitation by Licensee shall in no manner reflect adversely upon the good name
or value of Licensor or any of the Trademarks.

4.4  Licensee shall comply with all applicable laws and regulations relating  to
the  manufacture,  use,  sale  and distribution  of  the  Goods  throughout  the
Territory  (and,  if  applicable,  where the Goods  are  manufactured),  whether
foreign,  federal,  provincial, state or local, as required.  Such  requirements
shall  include, but not be limited to, obtaining all necessary regulatory and/or
governmental  approvals, as well as any registrations, permits or licenses  that
may  be required.  Upon request, Licensee shall provide Licensor with copies  of
all  such  approvals,  registrations, permits  or  licenses.   In  any  license,
registration or request for government or regulatory approval, Licensor shall be
identified as the owner of the Trademarks.

4.5   Licensee  shall, promptly after its initial commercial production  of  the
Goods  (or  earlier, if available, but in no event later than  sixty  (60)  days
prior to Licensee's first sale of any of the Goods) deliver to Licensor (without
cost  to Licensor) at its facilities in Parsippany, New Jersey, U.S.A., or  such
other location designated by Licensor, three (3) representative samples of  each
of  the  Goods or particular Goods bearing the Trademarks as well as the related
packaging,  advertising, labels, promotional or any other printed material  used
in  conjunction  with the sale of the Goods.  Licensor, at its sole  discretion,
may  disapprove  of the use of any of the Goods, the quality  of  which  is  not
consistent with the quality standards set forth in this SECTION 4 or Goods which
fail  to  comply  with  proper  usage  of  the  Trademarks  as  defined  herein.
Licensor's  approval shall be deemed given if Licensor does not notify  Licensee
of  Licensor's disapproval of any Goods within 15 business days after receipt of
same.

4.6   All of the Goods, and all advertising, promotion, packaging or any written
material  distributed by or through Licensee will, unless otherwise specifically
agreed to in writing by Licensor, bear the following legend:

     "EMERSON  AND  THE  G-CLEF LOGO ARE REGISTERED TRADEMARKS  OF  EMERSON
     RADIO CORP., PARSIPPANY, NEW JERSEY, U.S.A."

4.7  In all cases where Licensee desires artwork involving Goods to be prepared,
the  cost of such artwork and the time for the production thereof shall be borne
by  Licensee.   All  artwork  and  designs  involving  the  Trademarks,  or  any
reproduction thereof, shall be and remain the property of Licensor.

5.   ROYALTIES TO LICENSOR

5.1  Licensee shall pay to Licensor by wire transfer, within ten (10) days after
the  signing  of this Agreement, as an advance royalty payment,  the  amount  of
$100,000.  The  initial  royalty payment shall be non-refundable  and  shall  be
credited  solely  against the first year minimum royalty payment  as  set  forth
herein.

5.2     (a) Licensee shall also pay to Licensor as royalties ("Royalties") a sum
equal  to  the  royalty rate for the particular category of Goods on  EXHIBIT  E
hereto multiplied by the "Gross Sales Value" of the Goods directly or indirectly
sold  by Licensee for each particular category of Goods.  The term "Gross  Sales
Value"  shall mean the gross invoice price of the applicable Goods as translated
into U.S. Dollars using an average monthly exchange rate based upon the exchange
rate  as  listed in the Wall Street Journal. Licensee shall be required  to  pay
certain minimum royalties for each Contract Year as set forth on Exhibit F. Such
Royalties  shall  be  non-refundable and paid in  accordance  with  the  minimum
royalty  payment  schedule set forth on EXHIBIT F. If the Royalties  payable  to
Licensor  for  any Contract Quarter pursuant to Section 5.4 exceed  the  Minimum
Royalty for the period as set forth on EXHIBIT F, Licensee shall pay to Licensor
the  difference between the Royalties actually payable for the Contract  Quarter
and  the  Minimum Royalty for the period, upon delivery of the quarterly  report
delivered pursuant to SECTION 5.5 for the Contract Quarter of the Contract Year.
If  Licensee  does  not pay any particular minimum or other  Royalty  when  due,
Licensor  shall have the right to terminate this Agreement pursuant  to  SECTION
10.2.

(b)   All costs and expenses incurred in the manufacture, sale, distribution  or
exploitation  of the Goods, or otherwise incurred by Licensee,  and  all  taxes,
duties,  levies  and assessments, including sales, value added  and  use  taxes,
pertaining  to  the  sale  of  the Goods, except for taxes  on  the  net  income
realized  by Licensor under this Agreement, shall be paid by Licensee.  No  such
costs,  expenses or taxes shall be deducted from, or diminish  in  any  way,  or
result in the reduction of, any Royalties payable to Licensor. Licensee shall be
responsible  for  completing in a timely manner all documentation  necessary  to
(i)  permit  Licensor to refrain from collecting taxes or assessments  it  would
otherwise be obligated to collect in the Territory or (ii) to assist Licensor in
deriving duty drawbacks. Licensee shall pay any such taxes and file any reports,
forms  or tax returns required under the income or value added tax laws  of  the
Territory in a timely manner. Licensee shall provide Licensor with copies of all
duly  executed reports, forms or tax returns, and proof of payment of  any  such
taxes, within 45 days after such reports, forms or tax returns are due.

5.3     If  any sale of products is made at a special price to any of Licensee's
subsidiaries  or  to  any other person, firm or corporation  affiliated  in  any
manner  with  Licensee or its officers, directors or major  stockholders,  there
shall be a royalty paid on such sales based upon the price generally charged the
trade by Licensee.

5.4    Except  for the Minimum Royalties which shall be paid in accordance  with
the  payment  schedule set forth on Exhibit F, Royalties are  payable  for  each
Contract  Quarter, and shall be due on the 30th day of the month  following  the
end  of  each Contract Quarter during the Term of this Agreement with the  final
payment  due within thirty (30) days of the termination date of this  Agreement.
Payment  of  Royalties  shall  accompany the quarterly  statements  required  by
SECTION 5.5 below. The acceptance by Licensor of any of the statements furnished
pursuant to this Agreement or of any Royalties paid hereunder shall not preclude
Licensor  from questioning the accuracy thereof at any time during the  Term  or
within two (2) years after the termination of this Agreement.

5.5  Within ten (10) days after the end of each month, Licensee shall furnish to
Licensor  a  Monthly  Royalty Statement in the form attached  as  SCHEDULE  5.5,
certified to be accurate by Licensee, providing all of the information  required
by  such Schedule. Within thirty (30) days after each Contract Quarter, Licensee
shall  furnish to Licensor complete and accurate statements in the form attached
as  Schedule  5.5,  certified to be accurate by Licensee, describing  the  Goods
distributed and/or sold by Licensee during the preceding Contract Quarter.   All
of the foregoing statements shall be furnished to Licensor whether or not any of
the  Goods have been sold during the month or Contract Quarter in question.   On
an  annual  basis,  within  60 days after the close of Licensee's  fiscal  year,
Licensee will provide Licensor with Licensee's financial statements, audited  by
the regularly retained independent certified public accountants of Licensee, and
prepared   in   accordance   with  generally  accepted  accounting   principles,
consistently  applied.  Within 60 days after the  end  of  each  Contract  Year,
Licensee  shall  furnish to Licensor an Annual Royalty  Statement  in  the  form
annexed  as  SCHEDULE  5.5, certified to be accurate by a  national  independent
Certified Public Accounting firm.

5.6   Licensee shall keep, maintain and preserve accurate books of  account  and
records  relating  to  the license hereby granted, and  Licensor  and  its  duly
authorized representatives shall have the unqualified right during each Contract
Year  to  conduct two (2) examinations of all books and records of Licensee;  an
examination shall be permitted to take place at all reasonable hours of the day,
to  examine, copy and extract said books of account and records and of all other
documents and materials in the possession or under the control of Licensee  with
respect  to the subject matter and terms of this Agreement. The books of account
and  records shall be kept available for inspection by Licensor for three  years
after  the annual audit of such books and records. If Licensor's duly authorized
representatives shall discover a discrepancy of 5% or more pursuant to any  such
examination, in addition to payment of the discrepancy as set forth  in  Section
5.7,  Licensee shall pay to Licensor the cost of such examination or audit  upon
presentation of documentation appropriate to evidence such discrepancy.

5.7   Royalties found to be due as a result of Licensor's examination of (a) any
statement  provided pursuant to Paragraph 5.5 above or (b) Licensee's  books  of
accounts and records, shall be paid immediately in good funds. Any and all  late
payments of Royalties shall bear interest, commencing on the date originally due
and  payable pursuant to the terms hereof, at an annual interest rate  equal  to
the prime rate as listed in the Wall Street Journal.

6.  LIMITATION OF USE AND AUTHORITY

6.1   This  Agreement does not grant Licensee any right of ownership,  title  or
interest in the Trademarks, nor authorize Licensee to use the Trademarks  except
for the purposes set forth in this Agreement. Licensee acknowledges that it does
not have and has not acquired any rights in or to the Trademarks, product names,
likenesses  or  any  derivations of the foregoing. The  Trademarks,  all  rights
therein  and use thereof, and the goodwill pertaining thereto, whether developed
by  the  Licensor  or the Licensee, shall inure to the benefit  of  and  be  the
exclusive property of Licensor. If applicable, Licensee shall assign to Licensor
all  the Trademarks and incidental rights created by its use, together with  the
goodwill  relating  to that part of the business in connection  with  which  the
Trademarks are used and shall execute and deliver to Licensor such documents  as
Licensor  requires  to  register  Licensee as a  registered  or  permitted  user
thereof,  in  accordance  with  any  applicable  laws,  rules,  requirements  or
regulations  of  the  Territory. The Trademark shall be displayed  by  Licensee,
without  alteration, on all Goods sold by Licensee. Any copyright which  may  be
created  in any article, design, label or the like, bearing any Trademark  shall
be  subject  to the prior approval before use, and be the property of  Licensor.
Upon  request, Licensee shall provide Licensor with all necessary  documents  or
information  for  the purpose of perfecting Licensor's title  to  any  Trademark
registrations,  including the date of the first use of  the  Trademarks  on  the
Goods in commerce in the Territory.

6.2  Neither Licensee nor any of its Affiliates will, directly or indirectly:

    -  sell, manufacture or distribute any goods whatsoever under a mark similar
       to the Trademark.
    -  register or attempt to register the Trademarks in its own name  or  the
       name of any third party.
    -  register or attempt to register in its name or that of any other person
       or entity affiliated with it any name or mark, corporate name or any
       designation of any kind, in any language, which is the same as, similar
       to or a derivative of, or otherwise utilizing any portion of the
       trademarks or trade names of Licensor or any of its Affiliates.
     - incorporate or form any corporation or use any name which is the same as,
       or which is likely to cause confusion or mistake with, any corporate 
       name of Licensor or of any of its Affiliates or subsidiaries.
     - re-label any of the Goods.
     - use any trademark, brand or trade dress which is the same as, or which is
       likely to cause confusion or mistake with any trademark, brand or
       trade dress of Licensor.

7.   TRADEMARK INFRINGEMENT; INDEPENDENT CONTRACTOR

7.1   Licensee  will notify Licensor promptly of any of the following  that  may
come to Licensee's knowledge:
          (a)   Any  alleged infringement by Licensor or Licensee  of  the
          rights  of  any third parties arising out of the activities undertaken
          in connection with this Agreement;
          (b)   Any  alleged  infringement of any  of  the  Trademarks  of
          Licensor; or
          (c)  Any other factors or events which reasonably may be expected
          to  have a material adverse effect on the promotion of the Goods under
          any of the Trademarks or on Licensor's rights and interests in any  of
          the Trademarks.

7.2  If  any  third party files a lawsuit, claim or any other type of proceeding
against  Licensee claiming that the use by Licensee of the Trademarks  infringes
upon a valid intellectual property right belonging to such third party, Licensor
shall  defend such actions at its own expense and hold Licensee harmless against
the  valid  claims of any such third party.  Licensor may choose to settle  such
lawsuit,  claim or other proceeding and Licensee shall cooperate to  effect  any
such  settlement,  provided  that such settlement  does  not  materially  affect
Licensee's  rights hereunder. Should any of the Goods covered by this  Agreement
become or in Licensor's opinion be likely to become the subject of such a claim,
Licensor  may, at its option, either procure for Licensee the right to  continue
selling  or  using  such product, or replace or modify the product  so  that  it
becomes non-infringing. However, to the extent that any settlement, judgment  or
decree prohibits or restricts Licensor's right to sell the goods covered hereby,
it  shall  be  released and discharged from any duty to Licensee to  supply  the
same.

7.3   If, in the opinion of Licensee, it becomes desirable to enforce any of the
Trademarks against a third party, Licensor may use reasonable efforts to do  so.
If  Licensor  fails  to enforce such Trademarks, Licensee may  bring  an  action
against  such third party in its own name or in the name of Licensor.  Any  such
action or other proceedings shall be at Licensee's sole expense and any monetary
relief  or award obtained shall be apportioned between the parties to the extent
of their respective losses.  Licensor, however, shall at any time have the right
to take over the prosecution of any such action and, in such event, any monetary
relief  or  award  shall  inure to the benefit of Licensor  and  Licensor  shall
reimburse  Licensee for reasonable expenses incurred by Licensee in  prosecution
of such action.

7.4  Licensee shall furnish all reasonable assistance, at Licensor's request  or
direction,  to  enable  Licensor to assert and prosecute any  claims  or  defend
against  any action arising in connection with or related to the Trademarks  and
the  matters described in SECTIONS 7.1 through 7.3 above. Such assistance  shall
include,  but  not  be  limited to: monitoring and  reporting  to  Licensor  any
improper  or  unauthorized  use  of the Trademarks,  signing  documents,  giving
testimony, joining such action and asserting claims with respect to the licensed
Trademarks against third parties.

7.5   Licensee  shall  not  use the name or credit of  Licensor  in  any  manner
whatsoever,  nor  incur  any  obligation  in  Licensor's  name.  Nothing  herein
contained  shall  be  construed to constitute the parties joint  venturers,  nor
shall  any similar relationship be deemed to exist between them.  Nothing herein
contained shall be construed as constituting Licensee as Licensor's agent or  as
authorizing Licensee to incur financial or other obligations in Licensor's  name
without  Licensor's  specific authorization in writing. Under  no  circumstances
shall any power be granted, or be deemed to be granted to Licensee, be deemed to
be  a power coupled with an interest. The rights and powers retained by Licensor
to supervise or otherwise intervene in Licensee's activities, all as hereinabove
provided,  are  retained  because  of  the necessity  of  protecting  Licensor's
copyrights,   trademarks,  properties  and  property   rights   generally,   and
specifically  to  conserve the goodwill and good name of  Licensor  and  of  the
Trademarks.

8.   EXCLUSIVITY

Nothing  in this Agreement shall be construed to prevent Licensor from using  or
granting any other licenses for the use of the Trademarks or from utilizing  the
Trademarks  in  any manner whatsoever, except that Licensor shall  not  use  nor
grant  any  other license of the Trademarks effective during the  Term  of  this
Agreement  within the Territory in connection with the sale of the Goods  listed
in Exhibit A prior to any breach of this Agreement by Licensee or termination of
this Agreement, excluding the Termination Period, as hereinafter defined, unless
otherwise mutually agreed to by the parties. Licensor acknowledges that Licensee
will  incur substantial expense and effort promoting and marketing the  licensed
Goods  in  the Territory during the Term of this Agreement. Therefore,  Licensor
agrees  that it shall not sell, distribute, or otherwise make available  any  of
the  first  quality new "A" stock Goods listed on Exhibit A, either directly  or
indirectly,   through  direct  sales  or  distribution  or  through   sales   or
distribution  by  any  other entity in the Territory during  the  Term  of  this
Agreement.

9.   GOODWILL

Licensee  recognizes  the  great  value of  the  goodwill  associated  with  the
Trademarks and that the Trademarks have a secondary meaning in the mind  of  the
public.   Licensee acknowledges and agrees that a breach by Licensee of  any  of
its   covenants,  agreements  or  undertakings  hereunder  will  cause  Licensor
irreparable damage, which cannot be readily remedied in damages in an action  at
law,  and  may, in addition, constitute an infringement of Licensor's copyrights
or  trademarks,  and  agrees that, as a result, Licensor shall  be  entitled  to
equitable remedies, costs and attorneys' fees.

10.  TERMINATION

10.1  This Agreement shall immediately terminate by its own force without notice
from  Licensor  upon the occurrence of any one or more of the following  events:
(i)  an  assignment  by  Licensee for the benefit of creditors;  (ii)  a  public
admission by Licensee of its insolvency; (iii) dissolution of Licensee  or  loss
of  its  charter  by forfeiture or otherwise; (iv) adjudication of  Licensee  as
bankrupt or insolvent; (v) appointment of a trustee, liquidator or receiver  for
the Licensee or a material or substantial portion of its assets, subsidiaries or
property; (vi) exercise by any court or governmental agency of jurisdiction over
the  property or business of the Licensee or any substantial part thereof; (vii)
the  commencement  of  any  proceedings  for  the  reorganization,  dissolution,
liquidation  or winding up of the Licensee; (viii) the filing by Licensee  of  a
voluntary petition in bankruptcy under any bankruptcy or insolvency law  or  any
law providing for Licensee's reorganization, dissolution, liquidation or winding
up,  or (ix) consent by Licensee to the appointment of a receiver or trustee  of
itself or of its property or any substantial part thereof.

10.2   If  Licensee:  (i) without prior written consent of  Licensor  sells,  or
permits or has reason to believe a party to whom it sells Goods shall sell,  any
Goods  outside  the Territory bearing the Trademarks; (ii) has intentionally  or
negligently rendered or renders an incorrect, material representation or  report
in  connection  with  the  rights granted to Licensee hereunder;  (iii)  commits
intentional or negligent material damage or omits or fails to take steps  within
its  power  to  prevent such damage to Licensor's business,  reputation,  vendor
relationships, customers or client base, distribution channels or assets or  the
value  of  any  of  Licensor's tradenames, trademarks, service  marks,  symbols,
signs,  or  other distinctive marks, or the goodwill associated therewith;  (iv)
fails to provide insurance substantially in accordance with the terms of SECTION
16;  (v)  fails  to  pay any Royalties set forth in SECTION  5  when  due;  (vi)
registers or attempts to register in its own name or the name of a third party a
Trademark  or  any other trademark owned by the Licensor or similar  to  such  a
trademark,  or any name or mark, corporate name or any designation of  any  kind
which is the same as, similar to or a derivative of, or otherwise utilizing  any
portion  of  the Trademark or trade names of Licensor or any of its  Affiliates;
(vii)  assigns  or  transfers this Agreement, including  by  operation  of  law,
without  the prior written consent of Licensor; or (viii) breaches  any  of  its
obligations hereunder, then, in addition to the rights available under law or in
equity,  Licensor shall provide written notice to Licensee that Licensee  is  in
default under the terms of the Agreement.  The written notice to Licensee  shall
specify with particularity the nature of the default and the actions required to
be  taken by Licensee to remedy such default to Licensor's satisfaction  in  its
sole discretion. Licensee shall have thirty (30) days after the delivery of such
notice  to  remedy such default in compliance with the requirements of Licensor.
Thereafter,  in  the event Licensee has not remedied the default  as  set  forth
above, Licensor shall have the right to terminate this Agreement effective  upon
delivery  to  Licensee of notice that the Agreement is terminated.  The  parties
may,  by  written agreement, agree to extend beyond such thirty (30)-day period,
the period of time by which Licensee must remedy a default hereunder.

10.3   Upon, and notwithstanding, termination of this Agreement, Licensor  shall
have  the  right  to retain all moneys paid hereunder to date,  to  receive  all
moneys  to  which  it  is entitled and to avail itself of  any  and  all  legal,
equitable  or  other remedies, rights or relief available to  it,  cumulatively,
including,  but  not  limited to, equitable relief to  enjoin  the  use  of  the
Trademarks  and  the manufacture, sale and distribution of Goods  utilizing  the
Trademarks. Licensee shall be responsible for all costs of such enforcement.

10.4   Upon  termination of this Agreement, Licensee shall promptly  deliver  to
Licensor  any  and  all property of the Licensor in the possession,  custody  or
control  of  Licensee,  including all promotional  material,  original  artwork,
product  manuals and any other material bearing the Trademarks in the possession
of Licensee, subject to the provisions of Section 10.6.

10.5   Within ten (10) days of the termination of this Agreement, Licensee shall
deliver  to Licensor a statement showing the number and description of Goods  on
hand  or  in process. Licensor shall have the right to take a physical inventory
to ascertain or verify such statement, and refusal by Licensee to submit to such
physical  inventory shall forfeit Licensee's right to dispose of such  inventory
as provided in SECTION 10.6 hereof.

10.6   In  the event of termination by Licensor by reason of any cause contained
in  SECTION  10.1  or 10.2, Licensee, its receivers, representatives,  trustees,
agents,  administrators  and successors shall have no  further  right  to  sell,
exploit  or in any way deal in or with any advertising matter, packing material,
boxes,  cartons or other documentation relating thereto bearing the  Trademarks,
without  the  express written consent of Licensor; provided,  however,  Licensee
shall  be  entitled (subject to the obligation to timely pay all  Royalties)  to
dispose  of  Goods  on hand or on order at the date of termination  bearing  the
Trademark  for a period of one year from the date of termination. This  one-year
period  shall  be  referred  to  herein as  the  "Termination  Period".  Nothing
contained  herein  shall be deemed to permit the manufacture of  any  Goods  for
Licensee  during  the  Termination Period, or the sale of  any  such  improperly
manufactured Goods during the Termination Period.

11.  DISTRIBUTION OF GOODS

11.1  Licensee  shall  use its best efforts to achieve  the  total  gross  sales
projections set forth on Exhibit G. Licensee shall, during the Term,  diligently
and  continuously market, manufacture (or cause to be manufactured),  distribute
and  sell the Goods and shall make and maintain adequate arrangements for  their
distribution throughout the Territory.

11.2  Licensee acknowledges that upon termination of this Agreement, any use  of
the  Trademarks,  other  than  as set forth in  SECTION  10.6,  will  result  in
immediate and irreparable damage to Licensor and to the rights of any subsequent
licensee.  In the event of any such use of the Trademarks following termination,
Licensor  may  seek  any  equitable or other relief,  including  enjoining  such
activity, in any court having jurisdiction and Licensee shall be responsible for
all costs thereof.

12.  SUBCONTRACTORS

Licensee  shall obtain the written agreement, in the form set forth on  SCHEDULE
12,  from  any  subcontractor that is retained by Licensee to furnish  Goods  or
packaging  using  the  Trademarks, as to the proper use of  the  Trademarks.  If
necessary,  Licensee  shall use its best efforts to assist  and  cooperate  with
Licensor  to  enforce  its rights to the Trademarks against  any  of  Licensee's
subcontractors.

13.  SERVICE AND SPARE PARTS

Licensee shall establish and monitor such independent service agents and centers
in  the  Territory as may be necessary to the service of Goods.  Licensee  shall
maintain a sufficient inventory of spare parts for the Goods taking into account
any  order  lead,  requiring same, during the Term and the  Termination  Period.
During  the  Term  and  subsequent  to the expiration  or  termination  of  this
Agreement, Licensee shall provide for after sales warranty service, if required,
and  maintain  a  sufficient inventory of spare parts  for  the  Goods  for  the
respective  periods required by applicable federal or local law,  or  Licensee's
warranty, in the Territory.

14.  REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that:

     (a)   It is duly organized, validly existing and in good standing under the
     laws of the jurisdiction of its incorporation.
     (b)   It  has  the  full power and authority to execute  and  deliver  this
     Agreement  and to perform all of its obligations hereunder, and that  entry
     into this agreement and the performance of its obligations hereunder do not
     and  shall  not  contravene, conflict with or result in  a  breach  of  its
     certificate of incorporation, by-laws, or any other empowering document  or
     agreement to which it is a party.
     (c)   The execution and delivery of this Agreement has been duly authorized
     by  all  necessary corporate action of the party and constitutes the  valid
     and  legally binding obligation of the party enforceable against the  party
     in accordance with it terms.
     (d)   This Agreement shall be binding on the successors, assigns and  legal
     representatives of both parties.

15.  DISCLAIMER AND INDEMNIFICATION

15.1  Licensee  shall  not and does not grant any warranty or  guaranty  binding
Licensor  or  creating  any  liability  for  Licensor.  Licensee  will  make  no
statements  or representations whatsoever to any third parties which,  expressly
or  impliedly,  states or suggests that Licensor is making any  warranties  with
respect  to  the  Goods.  Licensor expressly disclaims any  implied  warranties,
including the implied warranties of merchantability and fitness for a particular
purpose.

15.2   Licensor  shall have no liability or responsibility to  Licensee  or  any
other  person and/or entity arising out of or relating to the rights granted  to
Licensee pursuant to this Agreement.  Licensee shall defend, indemnify and  hold
harmless  Licensor, its employees, officers, directors, stockholders, licensees,
representatives,  successors and assigns from and against any  and  all  claims,
demands,  judgments,  liabilities, damages, losses, costs and  expenses  of  any
nature  (including attorneys' fees and expenses), including without  limitation,
death, personal injury, bodily injury, sickness, disease, property damage,  loss
of  use  of  property or product liability arising from or related  to  any  (i)
claim,  action or omission of Licensee, its agents, employees or their families,
affiliates,  distributors or subcontractors arising under this  Agreement,  (ii)
Licensee's  failure  to  comply with its obligations  set  forth  herein,  (iii)
Licensee's misrepresentation of any warranties or representations, or  (iv)  any
action or omission arising out of the operation of Licensee's business.

16.  INSURANCE

Licensee  will,  at  all  times during the Term of  this  Agreement,  and  where
specified  for the period following expiration or termination of this Agreement,
maintain the following insurance:
     
1.   COMMERCIAL  GENERAL  LIABILITY insurance, with Limits of  Liability  of  at
     least   $250,000  for  Bodily  Injury  or  Property   Damage   and
     Personal/Advertising  Injury. Coverage is to be  afforded  for  CONTRACTUAL
     LIABILITY  (coverage will be maintained for not less than three  (3)  years
     following  expiration  or termination); COMPLETED OPERATIONS  AND  PRODUCTS
     LIABILITY  (coverage will be maintained for not less than three  (3)  years
     following expiration or termination); and INDEPENDENT CONTRACTORS  (Owner's
     Protective)  Liability. Licensor shall be named as ADDITIONAL  INSURED  for
     all  policy coverages. Coverage will be maintained by Licensee as  respects
     all  its  operations,  premises and products  in  the  territory  in  which
     Licensee is authorized to operate and sell products.
2.   WORKERS' COMPENSATION insurance providing statutory benefits as required by
     Social  Security  or other laws of the jurisdiction(s) in which  operations
     will  be  performed, and EMPLOYER'S LIABILITY insurance  as  is  obtainable
     under the Commercial General Liability insurance required herein.
3.   PHYSICAL  LOSS OR DAMAGE insurance, covering Stock, Merchandise, Inventory,
     Parts  and  Accessories while in transit from suppliers,  manufacturers  or
     vendors,  while at warehouse,  store, storage or other premises, and  while
     in transit to Licensee's customers.
4.   "EMPLOYEE  DISHONESTY" (also known as "Fidelity") insurance  in  an  amount
     sufficient to protect against any loss which may occur as a result of 
     employee  dishonesty,  covering  all  officers,   partners,
     directors  and  employees  of  Licensee.  Licensee  shall  maintain   those
     requirements and safeguards necessary to ensure against such losses.

All  insurance required herein shall provide that Licensee has waived all rights
of  recovery  against  Licensor, any subsidiaries and  affiliates  thereof,  the
stockholders or partners, directors, officers, employees, and agents of  all  of
them.  Licensee  hereby agrees to hold all parties stated  herein  harmless  and
indemnify them for all costs and expenses incurred by any of them if any insurer
attempts  subrogation  despite  this agreement by  Licensee.  Licensor  will  be
notified  sixty  (60)  days  in  advance,  by  certified  mail,  return  receipt
requested,  of  any  cancellation, material change or  non-renewal  of  coverage
evidenced  by  the certificate. A certificate or certificates of insurance  from
the  insurance  company(ies) signed by an authorized agent or  employee  of  the
insurance company, showing the required insurance is in force, will be  provided
to  Licensor prior to the distribution or sale of any Goods. All certificates of
insurance  should be addressed to Licensor at the address set forth  in  Section
21.4(a) of this Agreement.

17.  CONFIDENTIALITY

17.1   Each  party will use the Confidential Information received by  the  other
party solely for the purpose of carrying out this Agreement. Neither party  will
disclose  the  Confidential  Information to third parties  without  the  express
written  consent  of  an officer of the other party, unless  compelled  by  law,
required  by  applicable  securities rules or regulations  or,  in  the  written
opinion of counsel such disclosure is required by law. In such event, each party
shall  inform the other party as far in advance as possible prior to making  any
such  disclosure. Notwithstanding the foregoing, Licensor shall not be  required
to  inform  or  obtain  the consent of Licensee for the issuance  of  any  press
release  which  utilizes, refers to or discloses sales  or  royalty  information
relating to this Agreement, or for the reporting or filing of this Agreement  in
accordance  with applicable securities regulations. Each party shall cause  each
of  their  respective  officers,  directors,  agents  or  employees  to  whom  a
disclosure  of Confidential Information is made or any subcontractor,  including
the  manufacturer(s) of the Goods, to adhere to the terms and conditions of this
Section  as  if, and to the same extent as if, he or she were a  party  to  this
Agreement.

17.2  Upon expiration or termination of this Agreement, each party shall  return
to the other party all copies of the Confidential Information of the other party
in  its  possession or control, except that Licensor shall not  be  required  to
return Confidential Information provided by Licensee which has become a part  of
Licensor's books and records and which pertains to historical sales and  royalty
information.

18.  FORCE MAJEURE

18.1   Neither  party  will have any liability to the other  by  reason  of  any
failure  or delay in performance of any provision of this Agreement, if  and  to
the  extent  that  such  failure or delay is due to any occurrence  (other  than
financial)  beyond the reasonable control of the party failing  or  delaying  to
perform. "Beyond reasonable control" shall mean acts of God, civil disturbances,
national economic crisis (which restricts credit or makes it inaccessible with a
resulting currency devaluation in excess of 20%), fires, floods, explosions,  or
riots,  war, rebellion or sabotage.  The provisions of this paragraph shall  not
apply to payment obligations under this Agreement.

18.2   A  party  seeking  relief pursuant to this  Section  shall,  as  soon  as
practicable  after  the  impediment and its effect on such  party's  ability  to
perform  become  known, give written notice to the other party.  Written  notice
shall  also be given when the impediment ceases. In any event, either party  may
cancel  this Agreement, upon written notice, if the impediment continues  for  a
period of 120 consecutive days.

19.  LICENSOR'S LINE OF BUSINESS

19.1   Licensee  acknowledges  that Licensor is presently  in  the  business  of
selling  consumer  electronic  products,  microwave  ovens  and  other  consumer
products and is seeking alliances, joint venture partners and/or licensees  with
the  goal of distributing other consumer products throughout the world. Licensee
acknowledges that marketing and distribution of the foregoing (as  well  as  any
other  products  which  Licensor may distribute) with the Trademarks  shall  not
constitute a breach of this Agreement. However, notwithstanding anything to  the
contrary  contained  herein,  Licensor agrees  that  during  the  Term  of  this
Agreement,  Licensor  shall not seek an alliance, joint venture  partner  and/or
licensees  within the Territory with the goal of distributing the first  quality
new "A" stock Goods listed on Exhibit A, and Licensor shall not, either directly
or  indirectly,  by itself or through others, distribute such Goods  within  the
Territory without the prior written consent of Licensee.

19.2  In the event Licensor is desirous of introducing into the Territory a  new
category of products not previously offered to Licensee under the terms of  this
Agreement  ("New  Product(s)"), Licensor hereby grants to Licensee  a  right  of
first  refusal with respect to the manufacture, sale, marketing and distribution
of  such New Product(s) in the Territory.  In such event, Licensor shall furnish
Licensee  with  a  description of the New Product(s) and related specifications.
Licensee  shall have 30 days after receipt of such notice to advise Licensor  in
writing whether it is interested in acquiring an exclusive license for such  New
Product(s)  for the Territory, which shall be in accordance with  the  terms  of
this  Agreement, pursuant to such notice. If Licensee is interested in acquiring
such  a  license,  within  60 days after notifying Licensor  of  such  interest,
Licensee shall provide Licensor with (a) reasonable and realistic monthly  sales
projections for the 12 month period beginning with product availability;  (b)  a
market  study; and (c) detailed assumptions supporting the projections,  all  of
which  must  be in a form acceptable to Licensor. In the event Licensor  accepts
the market study, related sales projections and the assumptions underlying same,
Licensor  shall  provide  Licensee  with  written  confirmation  that  the   New
Product(s)  is added to the list of Products set forth on Exhibit A and  subject
to  the terms of this Agreement.  Should Licensee (i) refuse such offer or  (ii)
fail  to exercise its rights hereunder by providing Licensor with written notice
and  an  acceptable  market  study, sales projection or  underlying  assumptions
within  the  prescribed time period, then, in any such event, Licensee's  rights
hereunder  with respect to such New Product(s) shall be waived and Licensor,  in
its  sole  discretion, shall be free to sell or grant distribution or  trademark
license  rights  with  respect  to  such New Product(s)  within  the  Territory,
notwithstanding anything to the contrary in this Agreement.

20.  ASSIGNMENT AND SUBLICENSING

The  license  herein granted is personal to Licensee and may  not  be  assigned,
transferred,  sub-licensed,  pledged,  mortgaged  or  otherwise  encumbered   by
Licensee in whole or in part without Licensor's prior written consent.  For  the
purposes  of  this Section the term "assigned" shall include without limitation,
transfers  of  (i) control, whether by merger, consolidation, reorganization  or
change  of management and (ii) ownership of fifty percent (50%) or more  of  the
outstanding securities of Licensee. Notwithstanding these restrictions, Licensee
shall  notify  Licensor in writing prior to any proposed change  in  control  or
transfer  of  ownership  of  fifty percent (50%)  or  more  of  the  outstanding
securities  of Licensee.  If Licensee is interested in continuing the  terms  of
this Agreement, Licensor shall determine, following receipt of all financial  or
other documents or due diligence materials requested by Licensor concerning  the
proposed transfer of control or ownership, whether Licensor will approve, in its
sole  discretion,  such change of ownership or control. Any proposed  transferee
must  be  financially sound, knowledgeable of the type of business of  Licensee,
not  a  competitor of Licensor, committed to quality and positioned to grow  the
business.   Upon  Licensor's  approval in its sole discretion,  control  may  be
transferred.  Absent Licensor's approval, any change in control or  transfer  of
ownership which occurs shall entitle Licensor to terminate this Agreement upon a
date established at Licensor's sole discretion.

21.  MISCELLANEOUS

21.1   No provision of this Agreement may be changed, amended or waived,  except
in a writing signed by both parties.

21.2   Any  waiver  on the part of any party of any right or interest  hereunder
shall  not imply the waiver of any subsequent breach or the waiver of any  other
rights.   No  waiver  by either party of a breach hereof or a default  hereunder
shall be deemed a waiver by such party of a subsequent breach or default of like
or similar nature.

21.3    Should  any  provision  of  this  Agreement  prove  to  be  invalid   or
unenforceable  under  existing or future law, the remaining  provisions  of  the
Agreement will remain in force in all other respects.

21.4   All  notices  will  be  in writing and in  English  and  will  be  served
personally or by registered or certified mail, return receipt requested,  or  by
overnight  courier  or  by facsimile transmission to each  other  party  at  its
address herein set forth, or at such other address as each party may provide  to
the other in writing from time to time:

     (a)  If to Licensor:

               Emerson Radio Corp.
               Nine Entin Road
               Parsippany, NJ  07054
               Attention:  Legal Department
               [Facsimile No. (973) 428-2022]

     (b)  If to Licensee:

               WW Mexicana, S.A. de C.V.
               Carr. Picacho Ajusco No. 238 - 7o piso
               Col. Jardines en la Montana
               C.P. 14210, Mexico, D.F.
               Attention: Fernando Sanchez-Navarro M., President
               [Facsimile No. (52)(5) 630-0122]

Any such notice will be effective upon actual receipt or three (3) days after it
is  deposited  in the mail, postage prepaid, properly addressed  and  certified,
whichever occurs first.

21.5   This Agreement is the entire and sole agreement and understanding of both
parties  and supersedes all other agreements, understandings and communications,
whether oral or written, regarding the subject matter hereof.

21.6   This  Agreement  may  be executed in any number  of  counterparts  or  by
facsimile,  but all counterparts and facsimiles hereof will together  constitute
but  one  agreement.   In proving this Agreement, it will not  be  necessary  to
produce or account for more than one counterpart executed by both parties.

21.7   All  disputes  between  the parties concerning  this  Agreement  will  be
resolved  under  the  laws  of  the State of New  York,  U.S.A.,  excluding  the
conflicts of laws provisions thereof, and the courts of New York will have  sole
and  exclusive jurisdiction over the parties in any such dispute and venue shall
lie  exclusively  in  New  York  County, New  York.  However,  it  is  expressly
understood  that  this  Section  shall not preclude  Licensor's  right  to  make
application for, and seek enforcement of, any judgment or any injunctive  relief
in any court having jurisdiction.

21.8   Licensee shall strictly and fully comply with all export controls imposed
by  the  United  States or any country or organization of nations  within  whose
jurisdiction Licensee operates or does business.

21.9   The  respective indemnities, agreements, representations, warranties  and
other statements of each of the parties hereto and the undertakings set forth in
or  made  pursuant to this Agreement will remain in full force and  effect,  and
will survive the termination of this Agreement.

21.10   Licensee  shall not disseminate any press release or other  announcement
relating  to  the transaction contemplated by this Agreement without  Licensor's
prior written consent as to the contents thereof.

21.11  All payments shall be made directly by Licensee to Licensor and shall  be
in U.S. Dollars.

21.12      The  parties  have  requested that this Agreement  be  drawn  up  and
interpreted in the English language.

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representative of each party effective as of the date set forth above.

                         EMERSON RADIO CORP.
                         A Delaware Corporation


                         By: /s/ John J. Raab
                         John J. Raab
                         Senior Vice President - International

                         WW MEXICANA, S.A. DE C.V.
                         A Mexican Corporation


                         By: /s/ Fernando Sanchez-Navarro M.
                         Fernando Sanchez-Navarro M.
                         President